UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from to

                             Commission File Number: 333-42441


                       MID-AMERICA CAPITAL PARTNERS, L.P.
               (Exact Name of Registrant as Specified in Charter)

              TENNESSEE                            62-1717980
        (State of Incorporation)    (I.R.S. Employer Identification Number)

                          6584 POPLAR AVENUE, SUITE 340
                            MEMPHIS, TENNESSEE 38138
                    (Address of principal executive offices)

                                 (901) 682-6600
               Registrant's telephone number, including area code

                                       N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
                                    report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                 [X] Yes           [  ] No



                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                  Number of Shares Outstanding
      Class                                             at April 30, 1999      
      -----                                             -----------------      
                                                              none


<PAGE>




                                TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION


 Item 1.          Financial Statements

                    Balance Sheets of Mid-America  Capital  Partners,  L.P. (the
                    "Partnership") as of March 31, 1999 (Unaudited) and December
                    31, 1998

                    Statements of Operations  of the  Partnership  for the three
                    months ended March 31, 1999 and 1998 (Unaudited)

                    Statements  of Cash Flows of the  Partnership  for the three
                    months ended March 31, 1999 and 1998 (Unaudited)

                  Notes  to Financial Statements


Item 2.           Management's Discussion and Analysis of Financial Condition 
                    and Results of Operations

Item 3.           Quantitative and Qualitative Disclosures about Market Risk


                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures


<PAGE>
                           PART I. Financial Information
               ITEM 1.

                       Mid-America Capital Partners, L.P.
                             (a limited partnership)

                                 Balance Sheets
                March 31, 1999 (Unaudited) and December 31, 1998
                             (Dollars in thousands)

                                                            1999         1998
                                                            ----         ----
Assets:

Real estate assets:
       Land ..........................................   $  21,305    $  21,305
       Buildings and improvements ....................     207,241      204,886
       Furniture, fixtures and equipment .............       4,948        4,603
       Construction in progress ......................         788        2,370
--------------------------------------------------------------------------------
                                                           234,282      233,164
       Less accumulated depreciation .................     (24,473)     (22,309)
--------------------------------------------------------------------------------
             Real estate assets, net .................     209,809      210,855

       Cash ..........................................       2,480         --
       Restricted cash ...............................          32          406
       Deferred financing costs, net .................       4,001        4,248
       Due from limited partner ......................       8,313        8,613
       Other assets ..................................         125          202
--------------------------------------------------------------------------------
           Total assets ..............................   $ 224,760    $ 224,324
================================================================================

Liabilities and Partners' Capital

Liabilities:
       Bonds payable .................................   $ 142,000    $ 142,000
       Bank overdraft ................................        --            667
       Accounts payable ..............................         360          438
       Accrued expenses and other liabilities ........       2,370        1,828
       Due to affiliate ..............................        --            474
       Security deposits .............................         731          706
--------------------------------------------------------------------------------
           Total liabilities .........................     145,461      146,113

Partners' Capital:
       General Partner ...............................       2,418        2,407
       Limited Partner ...............................      76,881       75,804
--------------------------------------------------------------------------------
           Total partners' capital ...................      79,299       78,211
--------------------------------------------------------------------------------
           Total liabilities and partners' capital ...   $ 224,760    $ 224,324
================================================================================


                 See accompanying notes to financial statements.
<PAGE>
                       Mid-America Capital Partners, L.P.
                            (a limited partnership)
                            Statements of Operations
                   Three months ended March 31, 1999 and 1998

                             (Dollars in thousands)
                                   (Unaudited)


                                                                               
                                                                  1999     1998
                                                                  ----     ----
Revenues:
       Rental ................................................   $9,567   $9,601
       Other .................................................       88      105
--------------------------------------------------------------------------------
       Total revenues ........................................    9,655    9,706
--------------------------------------------------------------------------------

Expenses:
       Personnel .............................................    1,045    1,049
       Building repairs and maintenance ......................      423      402
       Real estate taxes and insurance .......................      965      949
       Utilities .............................................      384      390
       Landscaping ...........................................      257      241
       Other operating .......................................      428      398
       Depreciation and amortization real estate assets ......    2,157    2,056
       Depreciation and amortization non-real estate assets ..        7        8
       General and administrative ............................      386      370
       Interest ..............................................    2,268    2,345
       Amortization of deferred financing costs ..............      247      285
--------------------------------------------------------------------------------
       Total expenses ........................................    8,567    8,493

--------------------------------------------------------------------------------
Income before extraordinary item .............................    1,088    1,213
                                                                          
--------------------------------------------------------------------------------
Extraordinary item:
       Loss on debt extinguishment ...........................     --         86
--------------------------------------------------------------------------------
                                                                          
Net income ...................................................   $1,088   $1,127
================================================================================


                 See accompanying notes to financial statements.

<PAGE>
                       Mid-America Capital Partners, L.P.
                             (a limited partnership)
                            Statements of Cash Flows
                   Three months ended March 31, 1999 and 1998
                             (Dollars in thousands)
                                  (Unaudited)

                                                                1999       1998
                                                                ----       ----
Cash flows from operating activities:
       Net income .........................................$   1,088  $   1,127
       Adjustments to reconcile net income to net
          cash provided by operating activities:
                 Depreciation and amortization ............    2,411      2,349
                 Changes in assets and liabilities:
                     Restricted cash ......................      374         66
                     Due to affiliate .....................     (474)      (667)
                     Other assets .........................       77       (125)
                     Accounts payable .....................      (78)       744
                     Accrued expenses and
                       other liabilities ..................      542       (486)
                     Security deposits ....................       25          2
--------------------------------------------------------------------------------
                 Net cash provided by operating activities     3,965      3,010
Cash flows from investing activities:
                 Improvements to properties ...............   (1,118)      (561)
--------------------------------------------------------------------------------
                 Net cash used in investing activities ....   (1,118)      (561)
Cash flows from financing activities:
                 Bank overdraft ...........................     (667)      --
                 Proceeds from notes payable ..............     --      142,000
                 Principal payments on bridge notes payable     --     (140,000)
                 Deferred financing costs .................     --       (3,329)
                 Due from limited partner .................      300        335
--------------------------------------------------------------------------------
                 Net cash used in
                    financing activities ..................     (367)      (994)
--------------------------------------------------------------------------------
                 Net increase in cash
                    and cash equivalents ..................    2,480      1,455
--------------------------------------------------------------------------------
Cash, beginning of period .................................     --        1,570
                                                                      
Cash, end of period .......................................$   2,480  $   3,025
================================================================================

Supplemental disclosure of
     cash flow information:
   Interest paid                                           $   2,268  $   2,530
================================================================================

                See accompanying notes to financial statements.

<PAGE>



                       MID-AMERICA CAPITAL PARTNERS, L.P.
                             (a limited partnership)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



1.       Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with the accounting  policies in effect as of December 31, 1998, as set forth in
the annual  financial  statements of  Mid-America  Capital  Partners,  L.P. (the
"Partnership"),  as of such date. In the opinion of management,  all adjustments
necessary for a fair presentation of the financial statements have been included
and all such  adjustments  were of a normal  recurring  nature.  The  results of
operations for the  three-month  period ended March 31, 1999 are not necessarily
indicative of the results to be expected for the full year.

The  Partnership  is  a  special  purpose  Delaware  limited  partnership.   The
Partnership  was formed on  November  24,  1997 for the sole  purpose to own and
operate  26  apartment   communities  (the  Mortgaged  Properties)  and  manage,
renovate, improve, lease, sell, transfer,  exchange, mortgage and otherwise deal
with the Mortgaged  Properties.  The sole limited  partner of the Partnership is
Mid-America Apartments,  L.P., a Tennessee limited partnership (MAALP), which is
a majority owned subsidiary of Mid-America Apartment  Communities,  Inc. (MAAC).
MAAC owns, directly or through its subsidiaries, all of the outstanding units of
partnership  interest.  MAAC is a  self-administered  and self-managed  umbrella
partnership  real estate  investment  trust (REIT).  MAAC conducts a substantial
portion of its  operation  through  MAALP and  subsidiaries  of MAALP.  The sole
general  partner of the  Partnership  is MAACP,  Inc.,  a Tennessee  corporation
(MAACP), a wholly-owned subsidiary of MAAC. The term of the Partnership shall be
to December 31, 2020, unless  terminated  earlier as provided in the Partnership
Agreement or as otherwise provided by law.


2.       Segment Information

The  Partnership  adopted  SFAS  No.  131,  "Disclosures  About  Segments  of an
Enterprise and Related Information", in 1998. At March 31, 1999, the Partnership
owned  and  operated  26  apartment   communities  from  which  it  derives  all
significant  sources of earnings and  operating  cash flows.  The  Partnership's
operational  structure is organized on a  decentralized  basis,  with individual
property  managers  having overall  responsibility  and authority  regarding the
operations of their respective  properties.  Each property manager  individually
monitors  local and area  trends in rental  rates,  occupancy  percentages,  and
operating  costs.  Property  managers are given the on-site  responsibility  and
discretion  to react to such  trends in the best  interest  of the  Partnership.
Management  evaluates the performance of each  individual  property based on its
contribution of revenues and net operating income ("NOI"),  which is composed of
property  revenues less all operating costs including  insurance and real estate
taxes.  The  Partnership's  reportable  segments are its  individual  properties
because each is managed separately and requires different operating strategy and
expertise  based on the geographic  location,  community  structure and quality,
population mix and numerous other factors unique to each community.

The  revenues  and profits for the  aggregated  communities  are  summarized  as
follows for the three months ended as of March 31:

                                                  1999               1998
                                        ----------------  -----------------

Rental Revenues                                  $9,567             $9,601
Other Property Revenues                              88                105
                                        ----------------  -----------------
    Total Revenues                                9,655              9,706
                                        ----------------  -----------------

Property Net Operating Income                     6,153              6,277
Interest Expense                                 (2,268)            (2,345)
General and administrative expenses                (386)              (370)
Amortization of deferred financing costs           (247)              (285)
Depreciation and amortization                    (2,164)            (2,064)

                                        ----------------  -----------------
Net income before extraordinary item             $1,088             $1,213
                                        ================  =================

<PAGE>


                          PART I. Financial Information
                                     ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

The  following  is a  discussion  of the  financial  condition  and  results  of
operations  of the  Partnership  for the three  months  ended March 31, 1999 and
1998.  This  discussion  should  be  read  in  conjunction  with  the  financial
statements  included in this  report.  These  financial  statements  include all
adjustments,  which are, in the opinion of  management,  necessary  to reflect a
fair statement of the results for the interim  periods  presented,  and all such
adjustments are of a normal recurring nature.

The total  number of  apartment  units  owned at March 31,  1999 was 5,949 in 26
apartment  communities,  compared to 5,947 in the same  communities at March 31,
1998.  Average  monthly rental per apartment unit increased to $574 at March 31,
1999 from $565 at March 31, 1998. Overall occupancy was 94.6% and 95.0% at March
31, 1999 and 1998, respectively.


RESULTS OF OPERATIONS (Dollars in 000's)


COMPARISON OF THE  PARTNERSHIP'S  THREE MONTHS ENDED MARCH 31, 1999 TO THE THREE
MONTHS ENDED MARCH 31, 1998

Total  revenues for the three  months ended March 31, 1999  decreased by $51 due
primarily to a slight decrease in occupancy as
compared to the same period a year ago.

Property  operating expenses for the three months ended March 31, 1999 increased
slightly to $3,502 from $3,429 for the three months ended March 31, 1998.

Depreciation  and  amortization  expense also increased  slightly from $2,157 to
$2,056 due mainly to additional depreciation related to normal capital additions
to maintain the properties within the increasingly competitive markets.


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

Net cash flow provided by operating activities increased to $3,965 for the three
months  ended March 31, 1999 from  $3,010 for the three  months  ended March 31,
1998,  mainly  related  to  additional  cash  flows  from  operating  assets and
liabilities.

Net cash flow used in investing  activities  increased by approximately $557 for
the three  months  ended  March 31,  1999 as  compared to the same period a year
earlier,  mainly due to increased  capital  expenditures to bring these acquired
properties to the normal portfolio standards of the parent company (MAAC).

The  Partnership  believes  that cash  provided by  operations  is adequate  and
anticipates that it will continue to be adequate in both the short and long-term
to meet operating requirements  (including recurring capital expenditures at the
communities).


INSURANCE

In the opinion of management,  property and casualty insurance is in place which
provides  adequate  coverage  to provide  financial  protection  against  normal
insurable risks such that it believes that any loss experienced would not have a
significant  impact  on the  Partnership's  liquidity,  financial  position,  or
results of operations.

INFLATION

Substantially  all of the resident leases at the communities  allow, at the time
of renewal, for adjustments in the rent payable thereunder,  and thus may enable
the Partnership to seek rent increases. The substantial majority of these leases
are for one year or less. The short-term nature of these leases generally serves
to reduce the risk to the Partnership of the adverse effects of inflation.

YEAR 2000

In older computer programs, to conserve storage space, only two digits were used
to identify  the year.  This set up has  created a date  sequence  problem.  The
computer may not know that 00 comes after 99,  moreover it may not know if 00 is
1900 or 2000("Y2K").  The business risk of this problem is that  calculations or
processes  that are date  dependent may not yield the correct  answer or work at
all.

Software vendors have certified all of the mission critical applications;  these
vendors provide the software used for financial,  network,  property  management
and telephone systems used by the Partnership.  The Partnership does not own any
in-house development programs that require replacing or re-writing of code.

The  Partnership has performed a thorough  assessment of its personal  computers
and desktop  software.  All mission  critical  desktop hardware and software are
believed to be compliant.  Remediation  of  non-compliant  hardware and software
(none of which is  mission-critical)  is expected to be  completed by the end of
the third quarter 1999.
<PAGE>

The Partnership estimates that the total Y2K project cost is nominal, as systems
have been  upgraded  and become Y2K  compliant  as part of its normal  course of
business.  The  Partnership  believes that its Y2K  initiatives  are adequate to
address reasonably likely Y2K issues.

Management  believes that hardware and software  upgrades made over the last few
years will reduce the possibility of  interruptions  to the operation.  However,
the Partnership is dependent on the utilities  infrastructure  within the United
States.  The most likely worst case scenario would be that the Partnership might
experience  disruption  in its  operations if any of the  third-party  suppliers
reported a system failure.

The Y2K  contingency  plan is the final phase of the  project.  The  Partnership
maintains  contingency  plans in the normal  course of  business  designed to be
deployed in the event of various potential business interruptions.  Although the
Partnership  believes that its contingency plans and Y2K project will reduce the
risk of significant operations  disruption,  due to general uncertainty over Y2K
readiness of the Partnership's  third-party suppliers, the Partnership is unable
to determine at this time whether the  consequences  of the Y2K system  failures
will have a material impact.


RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS

The Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe  harbors  created  thereby.  These  statements  include  the  plans and
objectives of management for future  operations,  including plans and objectives
relating  to capital  expenditures  and  rehabilitation  costs on the  apartment
communities. The forward-looking statements included herein are based on current
expectations that involve numerous risks and  uncertainties  which are discussed
in "Risk  Factors" in this report.  Although the  Partnership  believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could be inaccurate and,  therefore,  there can be no assurance that
the  forward-looking  statements  included  in  this  report  will  prove  to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  the
forward-looking  statements  included herein,  the inclusion of such information
should not be  regarded  as a  representation  by the  Partnership  or any other
person that the objectives and plans of the Partnership will be achieved.


       ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

This  information has been omitted as there have been no material changes in the
Partnership's market risk as disclosed in the 1998 Annual Report on Form 10-K.

<PAGE>


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

            None.

Item 2.     Changes in Securities

            None.

Item 3.     Defaults Upon Senior Securities

            None.

Item 4.     Submission of Matters to a Vote of Security Holders

            None.

Item 5.     Other Information

            None.

Item 6.    Exhibits or Reports on Form 8-K

(a)      Exhibits

           None.


           (b)  Reports on Form 8-K


           None.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                         MID-AMERICA CAPITAL PARTNERS, L.P.


        5/14/99                         /s/ Simon R.C. Wadsworth
Date:  ---------------                  ------------------------------------ 
                                        Simon R.C. Wadsworth
                                        President and Director
                                       (Principal Executive Officer)

        5/14/99                         /s/ Mark S. Martini
Date:  ---------------                  ------------------------------------
                                        Mark S. Martini
                                        Director
                                       (Principal Financial and Accounting
                                        Officer)